After Peter's friend, Gwen Stacy, died at the hands of a genetic monstrosity known as Carnage, Peter and his Aunt May - who's raised Peter since the death of his parents - moved to a new house... and he became much more cautious in his relationship with MJ.
So when, on a casual mall outing with MJ, Peter is attacked by a genetic duplicate of himself, he makes sure MJ gets clear. Unfortunately, MJ is soon kidnapped and taken to an abandoned Oscorp laboratory. She's held prisoner by a horribly scared, tattered version of Peter - who says he knows how to keep MJ safe from harm... by making her like him.
When Peter learns that MJ has disappeared, he searches for her - discovering instead Gwen Stacy. back from the dead... and as confused as he is... while the two try to figure things out, they're caught by Aunt May, who is completely freaked out by the reappearance of a girl she last saw dead in her own backyard.
Peter does the only thing he can - he reveals himself as Spider-Man to his Aunt May. May tells him to take Gwen and to leave her house immediately.
The confrontation is interrupted when Peter's father, long thought dead, walks right into the kitchen.
Richard enters the kitchen, saying hi. May cries. Richard hugs his son. May freaks out and tells them to leave. Peter and May argue. Richard turns to Gwen, investigates her, then opens the fridge, pizza anyone?
MJ is tied to a chair. A mutilated Peter is about to transform MJ as he's hit to the head. It's a Spider-Man with 6 arms, wearing a black spidey suit.
Back in May's kitchen. Peter asks whether his mom is alive too? Richard doesn't answer, but tells his live story. They worked for Bolivar Trask, but got shut down. When they were offered a second chance, Mary and Richard got into a fight. Richard did not board the plane, which later crashed. And Richard turns out to be there because of Gwen.
In the lab, 6-arms Spidey fights the ugly Peter. Peter wins.
Richard continues. Ben and May took care of Peter. Richard, believed dead because he name was still on the boarding list, got a job offer from the CIA. So they have an invisible insurance card against Nick Fury, who's building a team of Captain Americas.
Some time ago, Richard saw an amateur video of the fight with Venom. He also spots Peter in the video. The CIA know he is, and Fury's gotten to him. A bit later, Richard reveals himself to May. May tells him to take a hike. Richard can not make contact with Peter, 'coz then Fury will known.
Peter, getting angry, asks for the umpteenth time, how is Gwen alive. Richard tells him he should never have known she existed. It's a natural progression of work Richard was already doing, combined with stem cell research and Connors' advanced... Then they're surround. Fury is outside, with heavy material. Gwen cries out, why are they doing this to her? And then she transforms into Carnage. May suffers a heart attack.
In the lab, ugly Peter congratulates MJ, saying to her: It's the all-new you.
Well, part 4.... and still building the suspense. What I do not get, is the reaction of Aunt May. She's furious, at Richard, at Peter, yet she allows them to sit down and listen to Richard, telling his life's story. While standing there, she's relatively calm. So, the heart attack, to me, is a bit off. Why now? As if an extra cliffhanger was needed. And perhaps it's a backdoor. Peter told Aunt May he was Spider-Man, and since a cardiac arrest can cause a short memory lapse... BTW, I'm no medic, but this is a scenario that I've seen often in comics.
Then the amateur video of Peter? Yeah, right.... Cheap shot, if you ask me. Where their actually be such a video, wouldn't it have turned up on TV? Also, Richard says he felt nothing, after the plane crash. He lost his wife, but his kid is still there. And 10 years later, why would he suddenly start to show interest in the boy? A bit odd, makes me think he's not for real.
Why 3? Well, not because of the real-time story, but because of the back history. It's well done, fits perfectly in the Ultimate history, so far. Although I have a hard time believing Richard is the real deal. With all the clones...